EXHIBIT  4.1
                               AUGRID CORPORATION

                       2004 LONG-TERM STOCK INCENTIVE PLAN

1.  Purpose  of  the  Plan. The purpose of the AuGRID Corporation 2004 Long-Term
Stock  Incentive  Compensation  Plan  ("Plan")  is  to  promote the success, and
enhance  the value, of AuGRID Corporation, a Nevada corporation, ("Company"), by
linking  the  personal  interests  of  its  employees, consultants, officers and
directors to those of the Company's shareholders and to provide the Company with
flexibility  in its ability to motivate, attract, retain the services of as well
as  compensate  select key employees; officers, directors and consultants to the
Company  and its subsidiaries for their services rendered in connection with the
development of the company and its operations. Accordingly, the Plan permits the
grant  of  incentive  rewards  from  time  to  time  to  the  aforementioned.

2.  Administration  of the Plan. The Plan shall be administered by the Company's
Board of Directors (the "Board") and presented to the shareholders at the annual
meeting.

     2.1.  Award  or Sales of shares. The Company's Board shall (a) select those
key  employees,  officers,  directors  and  consultants  to  whom  shares of the
Company's Common Stock shall be awarded or sold, and (b) determine the number of
shares to be awarded or sold; the time or times at which shares shall be awarded
or  sold;  whether  the shares to be awarded or sold will be registered with the
Securities  and  Exchange Commission; and such conditions, rights of repurchase,
rights  of  first  refusal  or  other  transfer  restrictions  as  the Board may
determine.  Each  award  or  sale  of  shares  under  the Plan may or may not be
evidenced  by  a  written  agreement between the Company and the persons to whom
shares  of  the  Company's  Common  Stock  are  awarded  or  sold.

     2.2.  Consideration  for Shares. Shares of the Company's Common Stock to be
awarded  or sold under the Plan shall be issued for such consideration, having a
value  not less than par value thereof, as shall be determined from time to time
by  the  Board  in  its  sole  discretion.

     2.3. Board Procedures. The Board from time to time may adopt such rules and
regulations  for carrying out the purposes of the Plan as it may deem proper and
in  the  best  interests  of  the  Company.  The Board shall keep minutes of its
meetings  and  records  of  its  actions. A majority of the members of the Board
shall  constitute a quorum for the transaction of any business by the Board. The
Board  may act at any time by an affirmative vote of a majority of those members
voting.  Such vote shall be taken at a meeting (which may be conducted in person
or  by  any  telecommunication  medium)  or  by written consent of Board members
without  a  meeting.

     2.4.  Finality  of  Board  Action.  The  Board  shall resolve all questions
arising under the Plan. Each determination, interpretation, or other action made
or  taken by the Board shall be final and conclusive and binding on all persons,
including, without limitation, the Company, its stockholders, the Board and each
of  the  members  of  the  Board.

     2.5.  Non-Liability  of  Board Members. No Board member shall be liable for
any  action  or determination made by him in good faith with respect to the Plan
or  any  shares  of  the  Company's  Common  Stock  sold  or  awarded  under it.

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     2.6.  Board  Power to Amend, Suspend, or Terminate the Plan. The Board may,
from  time to time, make such changes in or additions to the Plan as it may deem
proper  and in the best interests of the Company and its Stockholders. The Board
may  also  suspend or terminate the Plan at any time, without notice, and in its
sole  discretion.

     3. Definitions. When a word or phrase appears in this Plan with the initial
letter  capitalized,  and  the  word or phrase does not commence a sentence, the
word  or  phrase  shall  generally  be  given the meaning ascribed to it in this
Section  or in Section 1.1 unless a clearly different meaning is required by the
context.  The  following  words  and  phrases shall have the following meanings:

     (a) "Award" means any Option, Stock Appreciation Right, Restricted Stock
Award, Performance Share Award or Other Stock-Based Award, or any other right or
interest relating to Stock or cash, granted to a Participant under the Plan.

     (b) "Award Agreement" means any written agreement, contract, or other
instrument or document evidencing an Award.

     (c) "Board" means the Board of Directors of the Company.

     (d) "Change in Control" means and includes each of the following:

               (1)  The acquisition by any individual, entity or group (within
the  meaning  of  Section  13(d)(3) or 14(d)(2) of the 1934 Act) (a "Person") of
beneficial  ownership  (within  the  meaning of Rule 13d-3 promulgated under the
1934  Act)  of  50% or more of the combined voting power of the then outstanding
voting  securities  of the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities"); provided, however, that
for  purposes  of  this  subsection  (1),  the  following acquisitions shall not
constitute  a  Change  of Control: (i) any acquisition by a Person who is on the
Effective  Date  the  beneficial owner of 50% or more of the Outstanding Company
Voting  Securities,  (ii)  any  acquisition directly from the Company, (iii) any
acquisition  by  the  Company, (iv) any acquisition by any employee benefit plan
(or  related  trust)  sponsored  or maintained by the Company or any corporation
controlled by the Company, or (v) any acquisition by any corporation pursuant to
a transaction which complies with clauses (i) and (ii) of subsection (3) of this
definition;  or

               (2)  Individuals  who,  as  of the Effective Date, constitute the
Board  (the  "Incumbent  Board")  cease  for any reason to constitute at least a
majority  of  the  Board;  provided,  however,  that  any  individual becoming a
director  subsequent  to  the  Effective  Date whose election, or nomination for
election  by  the  Company's  stockholders, was approved by a vote of at least a
majority  of  the  directors  then  comprising  the  Incumbent  Board  shall  be
considered  as  though such individual were a member of the Incumbent Board, but
excluding,  for  this  purpose,  any such individual whose initial assumption of
office  occurs  as  a  result  of  an actual or threatened election contest with
respect  to  the  election or removal of directors or other actual or threatened
solicitation  of  proxies or consents by or on behalf of a Person other than the
Board;  or

               (3)  Consummation  of  a reorganization, merger, consolidation or
share  exchange, or sale or other disposition of all or substantially all of the
assets  of  the  Company  (a  "Business  Combination"),  in  each  case, unless,
following  such  Business  Combination,  (i)  all  or  substantially  all of the
individuals  and  entities  who  were  the  beneficial owners of the Outstanding
Company  Voting  Securities  immediately  prior  to  such  Business  Combination
beneficially  own,  directly or indirectly, more than 50% of the combined voting
power  of  the  then outstanding voting securities entitled to vote generally in
the  election  of  directors  of  the  corporation  resulting from such Business
Combination  (including,  without limitation, a corporation which as a result of
such  transaction  owns the Company or all or substantially all of the Company's
assets either directly or through one or more subsidiaries) in substantially the
same  proportions  as  their  ownership,  immediately  prior  to  such  Business
Combination  of  the  Outstanding Company Voting Securities, and (ii) at least a
majority  of  the members of the board of directors of the corporation resulting
from  such  Business Combination were members of the Incumbent Board at the time
of  the  execution  of  the  initial  agreement,  or of the action of the Board,
providing  for  such  Business  Combination.

          (e) "Code" means the Internal Revenue Code of 1986, as amended from
     time to time.

          (f) "Committee" means the committee of the Board.

          (g) "Company" means AuGRID Corporation, a Nevada corporation.

          (h) "Covered Employee" means a covered employee as defined in Code
     Section 162(m)(3).

          (i) "Disability" means any illness or other physical or mental
     condition of a Participant that renders the Participant incapable of
     performing his customary and usual duties for the Company, or any medically
     determinable illness or other physical or mental condition resulting from a
     bodily injury, disease or mental disorder which, in the judgment of the
     Committee, is permanent and continuous in nature. The Committee may require
     such medical or other evidence as it deems necessary to judge the nature
     and permanency of the Participant's condition. Notwithstanding the above,
     with respect to an Incentive Stock Option, Disability shall mean Permanent
     and Total Disability as defined in Section 22(e)(3) of the Code.

          (j)  "Effective Date" has the meaning assigned such term
               in Section 2.1

          (k) "Fair Market Value", on any date, means (i) the closing sales
     price of the Stock as reported on a securities exchange or the Nasdaq
     National Market or Nasdaq Small Cap Market on such date or, (ii) in the
     absence of reported sales on such date, the closing sales price on the
     immediately preceding date on which sales were reported, or (iii) if the
     Stock is not then listed on any such exchange or market, then the average
     of the closing bid and asked prices for such Stock as reported by the NASD
     Over-the-Counter Bulletin Board, provided that if it is determined that the
     fair market value is not properly reflected by such market quotations, Fair
     Market Value will be determined by such other method as the Committee
     determines in good faith to be reasonable.

          (l) "Incentive Stock Option" means an Option that is intended to meet
     the requirements of Section 422 of the Code or any successor provision
     thereto.

          (m) "Non-Qualified Stock Option" means an Option that is not an
     Incentive Stock Option.

          (n) "Option" means a right granted to a Participant under Article 7 of
     the Plan to purchase Stock at a specified price during specified time
     periods. An Option may be either an Incentive Stock Option or a
     Non-Qualified Stock Option.


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          (o) "Other Stock-Based Award" means a right, granted to a Participant
     under Article 11, that relates to or is valued by reference to Stock or
     other Awards relating to Stock.

          (p) "Parent" means a corporation which owns or beneficially owns a
     majority of the outstanding voting stock or voting power of the Company.
     For Incentive Stock Options, the term "Parent" shall have the meaning set
     forth in Code Section 424(e).

          (q) "Participant" means a natural person who, as an employee,
     consultant, officer or director of the Company or any Parent or Subsidiary,
     has been granted an Award under the Plan. A consultant that may be a
     Participant under the Plan may only be a natural person who provides bona
     fide services to the Company or any Subsidiary and such services are not in
     connection with the offer or sale of securities in a capital raising
     transaction and do not directly or indirectly promote or maintain a market
     for the Company's or any Parent's or Subsidiary's securities.

          (r) "Performance Share" means a right granted to a Participant under
     Article 9, to receive cash, Stock, or other Awards, the payment of which is
     contingent upon achieving certain performance goals established by the
     Committee.

          (s) "Plan" means the AuGRID Corporation 2004 Long-Term Stock Incentive
     Plan, as amended from time to time.

          (t) "Restricted Stock Award" means Stock granted to a Participant
     under Article 10 that is subject to certain restrictions and to risk of
     forfeiture.

          (u) "Stock" means the $0.001 par value common stock of the Company and
     such other securities of the Company as may be substituted for Stock
     pursuant to Article 13.

          (v) "Stock Appreciation Right" or "SAR" means a right granted to a
     Participant under Article 8 to receive a payment equal to the difference
     between the Fair Market Value of a share of Stock as of the date of
     exercise of the SAR over the grant price of the SAR, all as determined
     pursuant to Article 8.

          (w) "Subsidiary" means any corporation, limited liability company,
     partnership or other entity of which a majority of the outstanding voting
     stock or voting power is beneficially owned directly or indirectly by the
     Company. For Incentive Stock Options, the term "Subsidiary" shall have the
     meaning set forth in Code Section 424(f).

          (x) "1933 Act" means the Securities Act of 1933, as amended from time
     to time.

          (y) "1934 Act" means the Securities Exchange Act of 1934, as amended
     from time to time


4.  Shares Subject to the Plan. For purposes of the Plan, the Board of Directors
is  authorized  to  sell or award up to 500,000,000 shares and/or options of the
Company's  Common  Stock,  $0.001  par  value  per  share  ("Common  Stock").

5.  Participants.  All  key  employees (including officers) and directors of and
consultants  to  the  Company  and any of its subsidiaries sometimes referred to
herein  as  ("Participants")  are eligible to participate in the Plan. A copy of
this  Plan  shall  be  delivered to all requesting participants, together with a
copy  of  any  Board  resolutions  authorizing  the  issuance  of the shares and
establishing  the terms and conditions, if any, relating to the sale or award of
such  shares.

6. Rights and Obligations of Participants. The award or sale of shares of Common
Stock shall be conditioned upon the participant providing to the Board a written
representation that, at the time of such award or sale, it is the intent of such
person(s)  to  acquire the shares for investment only and not with a view toward
distribution.  The  certificate  for  unregistered  shares issued for investment
shall be restricted by the Company as to transfer unless the Company receives an
opinion  of  counsel  satisfactory  to  the  Company  to  the  effect  that such
restriction  is  not  necessary  under the pertaining law. The providing of such
representation  and such restriction on transfer shall not, however, be required
upon  any person's receipt of shares of Common Stock under the Plan in the event
that,  at  the  time  of  award  or  sale, the shares shall be (i) covered by an
effective  and  current registration statement under the Securities Act of 1933,
as  amended,  and  (ii)  either  qualified  or  exempt  from qualification under
applicable  state  securities  laws.  The  Company  shall,  however,  under  no
circumstances  be required to sell or issue any shares under the Plan if, in the
opinion  of  the  Board,  (i)  the  issuance  of  such shares would constitute a
violation  by the participant or the Company of any applicable law or regulation
of  any  governmental  authority,  or  (ii)  the  consent  or  approval  of  any
governmental  body is necessary or desirable as a condition of, or in connection
with,  the  issuance  of  such  shares.

7.  Payment  of  Shares.

          (a) The entire purchase price of shares issued under the Plan shall be
     payable in lawful money of the United States of America at the time when
     such shares are purchased, except as provided in subsection (b) below.

          (b) At the discretion of the Board, Shares may be issued under the
     Plan in consideration of services rendered.

8.  Adjustments. If the outstanding Common Stock shall be hereafter increased or
decreased, or changed into or exchanged for a different number or kind of shares
or  other  securities  of  the Company or of another corporation, by reason of a
recapitalization, reclassification, reorganization, merger, consolidation, share
exchange,  or  other  business combination in which the Company is the surviving
parent  corporation, stock split-up, combination of shares, or dividend or other
distribution  payable  in  capital  stock  or  rights  to acquire capital stock,
appropriate  adjustment  shall  be  made  by the Board in the number and kind of
shares  which  may  be  granted  under  the  Plan.

9.  Tax  Withholding.  As  a  condition  to the purchase or award of shares, the
participant  shall  make  such  arrangements  as  the  Board may require for the
satisfaction of any federal, state, local or foreign withholding tax obligations
that  may  arise  in  connection  with  such  purchase  or  award.

10.  Terms  of  the  Plan.

     10.1.  Effective  Date.  The  Plan shall become effective on June 15, 2004.

     10.2.  Termination  Date.  The Plan shall terminate at Midnight on June 14,
2007,  and  no  shares shall be awarded or sold after that time. The Plan may be
suspended  or terminated at any earlier time by the Board within the limitations
set  forth  in  Section  2.6.  Upon  termination,  a  new plan shall replace the
effective  plan  when  it  is  executed  by  the  Board  of  Directors.


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11.  Non-Exclusivity  of  the Plan. Nothing contained in the Plan is intended to
amend,  modify,  or rescind any previously approved compensation plans, programs
or  options  entered  into by the Company. This Plan shall be construed to be in
addition to and independent of any and all such other arrangements. The adoption
of  the  Plan by the Board shall not be construed as creating any limitations on
the  power  of  authority  of  the  Board  to adopt, with or without stockholder
approval,  such  additional  or other compensation arrangements as the Board may
from  time  to  time  deem  desirable.

12.  Governing  Law.  The  Plan and all rights and obligations under it shall be
construed  and  enforced  in  accordance  with  the laws of the State of Nevada.